[Form 4] McDonald's Corporation Insider Trading Activity

Rhea-AI Filing Summary

Brian S. Rice, EVP–Global Chief Information Officer of McDonald’s Corporation (MCD), reported Form 4 transactions dated 08/31/2025. The filing shows 5,508 performance-based RSUs vested (170.2% of an original 3,236 grant), each representing one share, and 394 dividend equivalent rights settled in shares. On the same date, 2,178 shares were disposed at a price of $313.54, leaving the reporting person with 8,788.09 shares beneficially owned. The Form 4 was signed by an attorney-in-fact on 09/02/2025. All share acquisitions from RSU vesting and dividend equivalents were reported at $0 price as unit settlements.

Positive

• Performance-based RSUs vested at 170.2% of target, indicating the grant's financial targets were met as stated in the filing
• Dividend equivalent rights were settled in shares, increasing the reporting person's equity position from compensation

Negative

• Reporting person disposed of 2,178 shares at $313.54, reducing beneficial ownership to 8,788.09 shares

Insights

Financial Analyst

Insider realized partial proceeds while receiving vested compensation tied to performance targets.

The filing documents routine executive compensation settlements and a contemporaneous open-market disposal. The vesting of 5,508 performance-based RSUs at 170.2% of target confirms the company met pre-approved financial targets tied to that grant; each RSU converts to one share and was reported with $0 settlement price as equity compensation. The sale of 2,178 shares at $313.54 reduced the reporting person’s holdings to 8,788.09 shares. This disclosure is standard for Section 16 reporting and is informational regarding executive pay realization and subsequent share disposition.

Corporate Governance Expert

Disclosure is complete and consistent with Section 16 reporting for vested equity and a subsequent sale.

The Form 4 details vesting of performance RSUs and settlement of dividend equivalent rights, plus a reported disposal. The filing cites the performance achievement explicitly as the vesting trigger, which provides transparency on compensation payout conditions. The report was executed by an attorney-in-fact and includes post-transaction beneficial ownership figures, aligning with insider reporting norms. There are no flagged inconsistencies or missing transaction dates in the disclosed items.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rice Brian S

(Last) (First) (Middle)

MCDONALD'S CORPORATION

110 NORTH CARPENTER STREET

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MCDONALDS CORP [ MCD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP-Global Chief Info. Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/31/2025		M		5,508(1)	A	$0(2)	10,572.09(3)	D
Common Stock	08/31/2025		M		394(4)	A	$0	10,966.09(3)	D
Common Stock	08/31/2025		F		2,178	D	$313.54	8,788.09(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	08/31/2025		M			5,508(1)	08/31/2025	08/31/2025	Common Stock	5,508(1)	$0	0	D
Dividend Equivalent Rights	(4)	08/31/2025		M			394(4)	08/31/2025	08/31/2025	Common Stock	394(4)	$0	0	D

Explanation of Responses:

1. As a result of McDonald's Corporation's (the "Company") performance against the pre-approved financial targets, the reporting person vested in 170.2% of the original grant of 3,236 performance based restricted stock units ("RSUs").

2. Each RSU represents a right to acquire one share of the Company's common stock.

3. Includes shares acquired through dividend reinvestment.

4. Settlement of dividend equivalent rights in connection with vested RSUs. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock.

	/s/ Jeffrey J. Pochowicz, Attorney-in-fact	09/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Brian S. Rice (MCD) report on Form 4?

He reported vesting of 5,508 performance RSUs, settlement of 394 dividend equivalent rights in shares, and a disposal of 2,178 shares at $313.54 on 08/31/2025.

Why did the 5,508 RSUs vest for Brian S. Rice?

The filing states vesting occurred due to McDonald’s performance against pre-approved financial targets, resulting in 170.2% vesting of the original grant.

How many shares does Brian S. Rice beneficially own after these transactions?

The Form 4 reports 8,788.09 shares beneficially owned following the reported transactions.

Were the vested RSUs reported as having a purchase price?

No. The RSU settlements and dividend equivalent rights were reported with a $0 price per unit in the filing.

When was the Form 4 signed and who signed it?

The form was signed by an attorney-in-fact, Jeffrey J. Pochowicz, on 09/02/2025 as indicated in the filing.